Services & Statements of Work
The services covered under this Agreement are set forth in one or more Statements of Work (“SOW”), along with any Exhibits, which shall reference this Agreement. The terms and conditions contained herein will be a part of any such Statements of Work or Exhibits. If the Client chooses to order products or services from PC Connection Sales Corporation or any of its Affiliates (“Service Provider”) utilizing the Internet or Service Provider’s website, the terms and conditions contained therein shall apply to any such products or services ordered. The cost, installation, and functioning of all products not provided by Service Provider in rendering services here under—including, but not limited to, electric power, electrical wiring, cabling, telephone equipment, computers, modems, printers, tables, etc.—shall be the Client’s sole responsibility.
Pricing & Terms of Payment
(a) The price for services provided will be set forth in Exhibits or SOWs. Service Providers may, after the initial term of an Exhibit or Statement of Work, increase charges for services by giving the Client thirty (30) days’ written notice.
(b) All terms are net 30 days, unless otherwise specified in the SOW, contingent upon the Client qualifying for credit with the Service Provider. If the Client does not qualify for sufficient credit with Service Provider, payment must be made via another acceptable form, such as credit card or prepayment. Failure to pay within specified terms may, at the option of Service Provider, result in the suspension of the contract, imposition of interest charges at the rate of 1.5% per month, or the highest rate allowed by law, whichever is lower, and may result in the termination of the contract by Service Provider upon written notice.
(c) The SOW shall specify whether the contract is based on a fixed price or hourly rate. All reasonable travel, lodging, car rentals, and meal expenses will be billed to the Client unless otherwise specified in the SOW or Exhibit.
(d) Any sales and use taxes shall be added to the invoice. If the Client claims exemption from sales and use taxes, the Client must provide the Service Provider with the appropriate tax exemption certificate from the taxing authority.
Fees & Taxes
The Client, at its expense, shall pay, discharge, and be responsible for all license fees, business, sales, use, or other similar taxes or assessments charged or levied by reason of anything performed under this Agreement, excluding, however, all taxes and assessments applicable to Service Provider income or applicable to Service Provider property. If a Service Provider is required to remit any fee, tax, or duty on behalf of or for the account of the Client, the Client will reimburse the Service Provider within ten (10) days after Service Provider notifies the Client in writing of such remittance.
Proprietary Rights
Except for any deliverables as set forth in a SOW, Service Provider does not convey or transfer, nor does the Client obtain, any right or interest in any of the software programs, systems, tools, data, materials, or processes utilized or provided by Service Provider in connection with the performance of this Agreement, including but not limited to the WebSPOC® software. Service Provider grants the Client a perpetual, royalty-free, worldwide right to use the technology embedded in the services.
Client Representations
The Client represents and warrants to the Service Provider that the Client has the right to authorize Service Provider to repair and/or service all items of computer products, hardware, or software, which are or become subject to this Agreement.
Client Responsibilities
The Client, at its expense, shall:
Upon failure of the Client to comply with the responsibilities set forth in this Section (“Non-compliance”), Service Provider may, at its option, refuse to perform any service where Non-compliance has occurred until such Non-compliance has been cured to the reasonable satisfaction of Service Provider, without any liability or obligation under this Agreement or any applicable law. Furthermore, Service Provider may charge the Client at its then-current labor rates for any service call at which no service was performed by Service Provider due to Non-compliance.
In the event Service Provider holds, stores, or provides storage services for any of the Client’s property, including but not limited to any computer hardware or products, the Client is required to maintain insurance on such property at its own expense and shall provide Service Provider with a certificate of insurance naming Service Provider as an additional insured. In case of loss, the Client’s insurance shall be primary, and Service Provider’s coverage, if any, shall be non-contributory. Unless otherwise provided by an Exhibit, Service Provider has no liability for the Client’s property stored at Service Provider’s premises.
Limited Warranty
(a) Computer & Technical Services. Service Provider shall provide computer and/or other technical services in a good workmanlike and professional manner consistent with current industry standards, and such services shall, for a period of sixty (60) days following completion, conform to the specifications in the Scope of Work. The foregoing limited warranty is contingent upon the Client fulfilling the responsibilities set forth above and any other conditions specified in the applicable SOW. All product and service completion schedules provided by Service Provider are estimates and are provided for planning purposes only.
In the event the Client finds any services provided hereunder to be defective or nonconforming during the warranty period, subject to the limitations set forth above, Service Provider shall promptly correct such services to the reasonable satisfaction of the Client in accordance with the specifications set forth in the SOW. In the event such corrected services fail to comply with the specifications set forth in the SOW, then, at the Client’s option, Service Provider shall again promptly correct such services or shall reimburse the Client for the payments made to Service Provider for such services. The foregoing constitutes the Client’s sole remedy for service warranty claims relating to computer and technical services.
To the extent Service Provider is supplying third-party hardware or software as part of the services, such hardware and software shall be provided with the manufacturers’ or publishers’ standard end-user warranties, if any. Service Provider makes no independent warranties with regard to third-party hardware or software.
(b) Personnel Services. Warranties, if any, relating to the provision of personnel placement and recruiting services will be as set forth in the applicable SOW.
Disclaimer of All Other Warranties
With the exception of the limited warranties expressly set forth in this agreement, service provider disclaims all other warranties, express or implied under law, including the warranties of merchantability and fitness for a particular purpose. Service provider does not promise that the products or services provided will be error-free or that client’s computer products, hardware, or software will operate without interruption.
Limitation of Liability
Service provider will not under any circumstances be liable for any special, indirect, incidental, or consequential damages, including but not limited to property damage, loss of profit, lost time, loss of data, loss of use of any such equipment, cost of procurement of substitute products, technology, or services, or any other damages resulting from the breakdown or failure of any computer products, hardware, or software, or from delays in servicing or the inability to render service on any computer products, hardware, or software, even if it has been advised of the likelihood of such damages. Notwithstanding anything to the contrary in this agreement, service provider’s liability for damages resulting from any cause whatsoever, including but not limited to service provider’s negligence or installation of defective parts or components, whether or not such defect was known or discoverable, shall not exceed the actual price paid to service provider by client for the computer products, hardware or software, parts or service, whichever is less.
Service Provider shall not be responsible for damages caused by (i) Accidents, misuse, misapplication, or neglect of the client or any of its agents or employees, or as a result of service by any person other than a Service Provider representative; (ii) Placement or operation of computer products in an area that does not comply with manufacturer’s published space or environmental requirements; or (iii) Improper storage, use, and movement of any computer products to be serviced.
Internet/Transmission Disclaimer
Service Provider does not and cannot control the flow of data over the Internet or the integrity of the Internet (the global system of interconnected computer networks). Therefore, Service Provider disclaims all liability for loss of data, corruption of data, or inability to provide services, as a result of disruptions, slowdowns, breakdowns, or other technical issues affecting the Internet.
Completion of Services
(a) Completion of services shall be documented by the Service Provider Acceptance Form – Exhibit A, which the Client shall execute and return promptly. Services shall be deemed complete if the Client fails to return the Acceptance Form within 7 days of the completion of services by Service Provider. For products that do not require installation or services, an Acceptance for Services Delivered form is not required, and acceptance shall occur upon delivery of products to the Client.
(b) If provided for in the Statement of Work, an Acceptance Plan may be co-developed by Service Provider and Client and used to determine successful completion of the deliverables and final acceptance.
